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IIBA – Winnipeg Chapter Bylaws

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IIBA – Winnipeg Chapter Bylaws Powered By Docstoc
					Orange County Chapter
          -
       Bylaws

        As of July 2006
                                        Table of Contents




                                                                                                    ................................. 1
Bylaw 1 – Name & Territory .............................................................................................. 3
Bylaw 2 – Objective............................................................................................................ 3
Bylaw 3 – Composition ...................................................................................................... 4
Bylaw 4 – Membership ....................................................................................................... 4
Bylaw 5 – Chapter Calendar ............................................................................................... 5
Bylaw 6 – Officers and Directors ....................................................................................... 6
Bylaw 7 – Board of Directors Responsibilities................................................................... 8
Bylaw 8 – Nominations and Elections ................................................................................ 9
Bylaw 9 – Committees ........................................................................................................ 9
Bylaw 10 – Finance ............................................................................................................ 9
Bylaw 11 – Ratification and Amendments ....................................................................... 10
Bylaw 12: Dissolution....................................................................................................... 10
Appendix 1 – Board of Directors Job Descriptions .......................................................... 11
Sample Job Description .................................................................................................... 11
    Authority and Responsibility .................................................................................... 11
    Term .......................................................................................................................... 11
    General Duties .......................................................................................................... 11
    Evaluation ................................................................................................................. 12
    Review Date and Approval Date .............................................................................. 12
  Duties for the President ................................................................................................. 13
  Duties for the Secretary ................................................................................................ 13
  Duties of Treasurer ....................................................................................................... 14
  Duties of the Past President .......................................................................................... 14
  Duties of Vice President(s) ........................................................................................... 14
Bylaw 1 – Name & Territory
Section 1. This organization shall be called the International Institute of Business
Analysis, Orange County Chapter (hereinafter “the CHAPTER”). This organization is a
Chapter chartered by the International Institute of Business Analysis, (hereinafter
“IIBA®”) and separately organized. This document is the general bylaws of the
Chapter which regulate the operation of this organization.

Section 2. The principal office of the CHAPTER shall be located in Orange County, in
the state of California, USA.

Section 3. The Chapter is responsible to the duly elected IIBA Board of Directors and
is subject to all IIBA policies, procedures, rules and directives.

Section 4. The Chapter shall meet all legal requirements in the jurisdiction in which the
Chapter conducts business or is incorporated and/or registered.

Section 5. The Bylaws of the Chapter may not conflict with the IIBA’s current Bylaws
and all policies, procedures, rules or directives established or authorized by the IIBA
Board of Directors nor with the Chapter’s Charter with IIBA.

Section 6. The terms of the Charter executed between the Chapter and IIBA, including
all restrictions and prohibitions, shall take precedence over these Bylaws and other
authority granted hereunder.


Bylaw 2 – Objective
Section 1. The purpose of the Chapter is to promote the practice of business analysis,
raise the profile of the business analyst role, and locally represent the International
Institute of Business Analysis (IIBA).

Section 2. The objectives of the Chapter are to:

       Advance the role of the Business Analyst as a recognized profession;
       Support opportunities for members to network with, and gain knowledge from,
        seasoned BA practitioners as well as with industry and government leaders;

       Provide access for members to a formal “knowledge base” as well as forums for
        sharing expertise, expressing professional opinions and building a reputation
        within the industry;

       Provide pathways to learn about business analysis best practices;

       Obtain and maintain a sufficient level of financial security, sustainability and
        autonomy at the chapter level to sustain the chapter.
      Create corporate support for the IIBA within the local market by generating
       marketing/awareness programs that demonstrate the value of business analysis
       and the IIBA;

      Liaise with industry and association partners to increase awareness and benefit of
       IIBA Chapter members.


Bylaw 3 – Composition
Section 1. The Chapter shall consist of an elected President and Board of Directors and
shall not be used for the promotion of candidacy of any person seeking public office or
preferment or the promotion of any commercial enterprise.


Bylaw 4 – Membership
Section 1. Membership in this organization is voluntary and shall be open to any person
interested in furthering the purposes of the organization. Membership shall be open to
all persons without regard to race, creed, color, age, sex, marital status, international
origin, religion, or physical or mental disability.

Section 2. Membership in the Chapter requires membership in IIBA. The Chapter shall
not accept as members any individuals who have not been accepted as IIBA members,
and shall not create its own membership categories.

Section 3. “Members in Good Standing” can vote in Chapter elections and hold office.
Members in good standing shall be defined as Chapter Members who have paid both
IIBA and Chapter dues, as verified by the Treasurer and whose membership is not
under disciplinary review by the chapter or by IIBA.

Section 4: Members shall be governed by and abide by the IIBA Bylaws and by the
Bylaws of the Chapter and all policies, procedures, rules and directives lawfully made
there under.

Section 5: All members shall pay the required IIBA and Chapter membership dues to
IIBA. In the event that a member resigns, membership dues shall not be refunded by
IIBA or the Chapter.

Section 6: In the event that a member relocates, chapter dues will be not be transferred
to the member’s new chapter, but the member will be considered a member in good
standing at the new chapter. If the dues of the new chapter are higher than that of the
original chapter, the additional monies due to the new chapter must be negotiated on an
individual basis between the member and the new chapter. Chapter dues are not
transferable to other members. The member’s IIBA anniversary date will not change.

Section 7: An individual applying to be a local chapter member must be an IIBA
member in good standing. Membership will be effective from the first day of the month
following the date the financial transaction is processed and paid in full.

Section 8: Membership in the Chapter shall terminate upon the member’s written
resignation, failure to pay dues or expulsion from membership for just cause as defined
within the international bylaws. These rules apply to Chapter Board members as well
as the general membership.

Section 9: The Chapter Board of Directors will exercise the right to terminate
membership based on just cause. The member may appeal the decision to the Chapter
Board of Directors or elevate it to the International Board of Directors. The effective
date of termination will be determined by the Chapter Board of Directors and will be
formally communicated to the terminated member.

Section 10: Members who fail to pay the required local chapter dues and are delinquent
over 30 days will have their names removed from the official local chapter membership
list of the Chapter. A delinquent member may be reinstated by making payment in full
to IIBA of all unpaid dues for IIBA and the local Chapter.

Section 11: Upon termination of membership in the Chapter, the member shall forfeit
any and all rights and privileges of membership to said chapter, including refund of any
balance of annual dues.

Section 12: The membership database and listings provided by IIBA to the Chapter
may not be used for commercial purposes and may be used only for non-profit purposes
directly related to the business of the Chapter, consistent with IIBA policies.


Bylaw 5 – Chapter Calendar
Section 1: The Chapter will adhere to the following minimum schedule of events.
                 Event                                     Timeframe
Meetings                                       Bi-monthly
Annual General Meeting (AGM)                   Annually
Chapter Executive Meeting                      As Needed
Committee Meetings                             As Needed

Section 2: Notice of meetings

Meeting            Called By           Notice             Min                 Notice
                                       period             Attendance          Form
AGM                President           60 days            10%                 Email
                                                          membership
Membership         Board               60 days            10%                 Email
                   Member                                 membership
Executive          President           30 days            50% Board           Email
Meeting
Committee         Committee         As required       As Required       Email
Meeting           Chair


Section 3: Changes or modifications to Chapter Calendar must be submitted to the
President to be discussed at the next Executive Meeting.

Section 4: The President of the Chapter will chair all meetings except committee
meetings. Voting will occur by a show of hands, by written ballot, or by a polling of
members. Proxy votes will not be accepted. Decisions and acceptance are based on
majority votes.


Bylaw 6 – Officers and Directors
Section 1: The Chapter shall be governed by a Board of Directors. There will be five
elected officers to serve in the following positions:

     President
     Secretary
     Treasurer
     Vice President (VP) Communications & Marketing
     Vice President (VP) Education

All officers shall be members in good standing of IIBA and of the Chapter. Officers will
be elected by majority vote of Chapter members in attendance at the Annual General
Meeting. The officers will serve two-year terms of office, staggered so that
approximately half of the officer(s) are elected each year, to provide continuity.


As the Chapter increases its membership, the duties and responsibilities for each of the
VPs will expand. Committees may be formed to support additional functions as deemed
necessary by the Chapter.


Upon election these Officers will immediately become members of the Board of
Directors and will serve as "understudies" of the Officers they are to succeed. The
understudies will not have voting rights until the beginning of their respective terms.
Officers shall be eligible to serve multiple terms.
Officers will be elected at the Annual General Meeting each year. The following chart
illustrates the election rotation process:


                 Odd Years                         Even Years
                 President                          Secretary
                                               Vice President (VP)
                  Treasurer
                                                   Education
          Vice President (VP)
       Communications & Marketing

Section 2: The President shall be the chief executive officer for the Chapter and of the
Board, and shall perform such duties as are customary for presiding officers, including
making all required appointments with the approval of the Board. The President shall
also serve as a member ex-officio with the right to vote on all committees.

The immediate Past President shall serve as a member ex-officio of the Board of
Directors, with a right to participate in all discussions and all committees. The Past
President shall not have a vote on the Board of Directors or the Committees.

Section 3: The Secretary shall keep the records of all business meetings of the Chapter
and meetings of the Board. The Secretary is also responsible for all official
correspondence with the members and the IIBA, except for committee correspondence.

Section 4: The Treasurer is responsible for the management of funds for duly authorized
purposes of the Chapter. The Treasurer is responsible to the Board of Directors and will
submit the books for audit each year.

Section 5: The Vice President Communications & Marketing is responsible for the
timely dissemination of information both to and from the Chapter membership, using
appropriate means to accomplish the objective and is also responsible for the promotion
of the local Chapter and IIBA to internal and external publications. In addition, they are
responsible for maintaining the Chapter’s website and the development and delivery of
programs relating to business analysis for each scheduled Chapter meeting. The content
of these programs is to be consistent and in accordance with the objectives of the Chapter
and with approval of the Chapter Board.

Section 6: The Vice President Education will be responsible for promoting Business
Analysis Professionalism through the organization and delivery of educational
publications, seminars, and informational updates, including changes to the BA Body of
Knowledge to help Business Analysts in the Business Analysis profession. Chapters are
prohibited from offering training developed by the chapter, but may host a training
session offered by an IIBA Endorsed Education Provider.
See Appendix 1 for further description of all roles and responsibilities.



Bylaw 7 – Board of Directors Responsibilities
Section 1: The Chapter shall be governed by the Board of Directors. The Board shall be
responsible for carrying out the purposes and objectives of the Chapter.
Section 2: The Board shall consist of the officers of the Chapter elected by the
membership. All Officers shall be members in good standing of IIBA and of the
Chapter.
Section 3: The Board shall exercise all powers of the Chapter, except as specifically
prohibited by these Bylaws, the IIBA Bylaws and policies, and the laws of the
jurisdiction in which the organization is incorporated/registered. The Board shall be
authorized to adopt and publish such policies, procedures and rules as may be necessary
and consistent with these Bylaws and IIBA Bylaws and policies, and to exercise
authority over all Chapter business and funds.
Section 4: The Board shall meet at the call of the President, or at the written request of
three (3) members of the Board directed to the Board Secretary. A quorum shall consist
of no less than one-half of the membership of the Board at any given time. Each member
shall be entitled to one (1) vote and may take part and vote in person only. At its
discretion, the Board may conduct its business by teleconference, facsimile or other
legally acceptable means. Meetings shall be conducted in accordance with parliamentary
procedures determined by the Board.
Section 5: The Board of Directors may declare an officer position to be vacant where an
officer ceases to be a member in good standing of IIBA or of the Chapter by reason of
non-payment of dues, or where the officer fails to attend three (3) consecutive Board
meetings. An officer may resign by submitting written notice to the President. Unless
another time is specified in the notice or determined by the Board, the resignation shall
be effective upon receipt by the Board of the written notice.
Section 6: An officer may be removed from office for just cause in connection with the
affairs of the organization by a two-thirds (2/3) vote of the members present and in
person at an official meeting of the membership, or by a two-thirds (2/3) vote of the
Board.
Section 7: If any officer position becomes vacant, the Board may appoint a successor to
fill the office for the unexpired portion of the term for the vacant position. If more than
half the term of office remains, the Board may call a special election for the position for
the balance of the term of office.
In the event the President is unable or unwilling to complete the current term of office, an
Interim President will be appointed by the remaining Board members. This appointment
shall be in effect for the remainder of that term.
Section 8: If and when the board can convene a quorum the board has the power to:
-   propose an amendment to the bylaws
-   amend objectives
-   commit the local chapter to contractual arrangements
-   terminate any individual member for violation of a Chapter bylaw or an IIBA bylaw

Section 9: If the membership is dissatisfied with actions taken by the board, a petition
signed by 60 percentage of the membership, can be submitted to the President and the
issue(s) will be tabled at a special meeting of the members or the next scheduled member
meeting, for action.



Bylaw 8 – Nominations and Elections
Section 1: A Nominating Committee shall prepare a slate containing nominees for each
Board position and shall determine the eligibility and willingness of each nominee to
stand for election. Candidates for Board positions may also be nominated by petition
process established by the Nominating Committee the Board. Elections shall be
conducted during the annual meeting of the membership, or by ballot to all voting
members in good standing.
The candidate who receives a majority of votes cast for each office shall be elected.
Ballots shall be counted by the Nominating Committee or by tellers designated by the
Board.
Section 2: No current member of the Nominating Committee shall be included in the
slate of nominees prepared by the Committee.



Bylaw 9 – Committees
Section 1: The Board may authorize the establishment of committees to advance the
purposes of the organization. The Board shall establish a charter for each committee,
which defines its purpose, authority and outcomes. Committees are responsible to the
Board.

Section 2: The President with the approval of the Board shall appoint all committee
members and a chairperson for each committee. Committee members must be
appointed from the membership of the organization.


Bylaw 10 – Finance
Section 1: The fiscal year of the chapter shall be from 1 January to 31 December.
Chapter membership fees are due upon becoming a member of the said chapter.
Chapters will be responsible for managing anniversary dates and renewal of Chapter
Membership Fees. Members will be responsible for renewing their own IIBA
membership.
Section 2: Annual membership dues shall be set by the Board and communicated to
IIBA in accordance with policies and procedures established by the IIBA Board of
Directors.

Section 3: The Board shall establish policies and procedures to govern the management
of its finances and shall submit required tax filings to appropriate government
authorities.

Section 4: All dues billings, dues collections and dues disbursements shall be
performed by the IIBA.

Section 5: Audit of records and accounting practice will be performed every two (2)
years by an independent third party.


Bylaw 11 – Ratification and Amendments
Section 1: These Bylaws may be amended by a two-thirds (2/3) vote of the voting
membership in good standing present at an annual meeting of the Chapter duly called
and regularly held; or by a two-thirds (2/3) vote of the voting membership in good
standing voting by mail ballot returned within forty-five (45) days of the date by which
members can reasonably be presumed to have received the ballot. Notice of proposed
changes shall be sent in writing to the membership at least fifteen (15) days before such
meeting or vote.

Section 2: Amendments may be proposed by the Board on its own initiative, or upon
petition by ten percent (10%) of the voting members in good standing addressed to the
Board. All such proposed amendments shall be presented by the Board with or without
recommendation.

Section 3: All amendments must be consistent with IIBA’s Bylaws and the policies,
procedures, rules and directives established by the IIBA Board of Directors, as well as
with the Chapter’s Charter with IIBA


Bylaw 12: Dissolution
Section 1: Should the Chapter dissolve for any reason, its assets shall be dispersed to a
charitable organization designated by the voting membership after the payment of just,
reasonable and supported debts, consistent with applicable legal requirements.

Dissolution of the Chapter may be due to the direction of the IIBA, a vote of the
membership or the lack of sufficient members to sustain the chapter. In the case of a vote
of the membership, the dissolution must be brought to the members in a special election
and be approved by at least 60% of the members in good standing who attend the
meeting.
Appendix 1 – Board of Directors Job Descriptions
The following job descriptions will be signed by the elected officer the day of the
election by the membership.


Sample Job Description
IIBA Orange County Chapter JOB DESCRIPTION

Position:      Board Member

Authority and Responsibility

The Board of Directors is the legal authority for the Chapter. As a member of the Board,
a Director acts in a position of trust for the organization and is responsible for the
effective governance of the organization

Requirements:

Requirements of Board membership include:

1. Commitment to the work of the IIBA
2. Knowledge and skills in one or more areas of Board governance: policy, finance,
    programs, personnel, and advocacy
3. Willingness to serve on committees
4. Attendance at Board meetings
5. Attendance at meetings of assigned committees
6. Attendance at the Annual General Meetings
7. Attendance at membership meetings
8. Support of special events
9. Support of, and participation in, special events
10. Financial support of the IIBA

Term

Directors are elected by the membership at the Annual General Meeting. Directors serve
for a two-year term. Directors may be released at the end of the elected term by
resigning, or according to the Chapter bylaws.

General Duties

A Director is fully informed on organizational matters, and participates in the Board’s
deliberations and decisions in matters of policy, finance, programs, personnel and
advocacy.
The Director must:

1. Approve, where appropriate, policy and other recommendations received from the
   Board or its standing committees
2. Monitor all Board policies
3. Review the bylaws and policy manual, and recommend bylaw changes to the
   membership
4. Review the Board’s structure, approve changes and prepare necessary bylaw
   amendments
5. Participate in the development of the Chapter’s organizational plans and annual
   review
6. Approve the Chapter’s budget
7. Support and participate in evaluating Director performance
8. Assist in developing and maintaining positive relations among the Board, committees
   and the community to enhance the Chapter’s mission

Evaluation

A Director’s performance is evaluated annually based on the performance of assigned
Board requirements and duties.

Review Date and Approval Date

The Board Member Job Descriptions are reviewed annually by the President.
Recommended changes are presented to the Board.


Approval Date:


Review Date:
Duties for the President
- Provide leadership to the Board of Directors of the local Chapter
- Ensure the Board adheres to its bylaws and constitution
- Prepare the Board’s agenda with input from the Board Members
- Chair Board meetings
- Encourages Board Members to participate in meetings and activities
- Keeps the Board’s discussion on topic by summarizing issues
- Keeps the Board’s activities focused on the organization’s mission
- Evaluates the effectiveness of the Board’s decision making process
- Appoints committee chairpersons
- Orients Board Members and committee chairpersons to the Board
- Serve as ex officio member of committees and attends their meetings as required
- Ensure there is a process to evaluate the effectiveness of Board Members using
   measurable criteria
- Recognize Board Members’ contributions to the Board’s work
- Acts as one of the signing officers for disbursements cheques and other official
   documents
- Play a leading role in supporting special events
- Promote the organization’s purpose in the community and to the media
- Prepare a report for the Annual General Meeting
- Ensure programs and services are implemented
- Ensure that the Board governs as well as manages programs and services


Duties for the Secretary
- Serve on the Board
- Maintain copies of the organization’s bylaws and the Board’s policy statements
- Maintain lists of Board Members, committees and General Membership
- Notify Board Members of meetings
- Take official meeting minutes
- Record Board attendance
- Ensure there is quorum at meetings
- Record all motions and decisions of meetings
- Record all corrections to minutes
- Sign Board minutes and corrections to attest to their accuracy
- Maintain copies of minutes of Board and committee meetings’
- Distribute copies of minutes promptly
- Conduct general Board correspondence including receiving, reading, distributing
- Maintain records of all Board correspondence
- Sign official documents of the organization as required
- File the annual return, amendments to the bylaws and other incorporating documents
   with the Corporate Registry
- Ensure members are notified of General Meetings
- Chair Board meetings in the absence of the President
- Orient the new Secretary
Duties of Treasurer
- serve on the Board
- give regular reports to the Board on the financial state of the organization
- keep financial reports on file
- orient the new Treasurer
- act as signing officer with the President for cheques and other documents
- manage the day-to-day financial affairs of the Board
- manage the accounting of the funds of the organization, its budget and expenditures
- keep full and accurate accounts of all organizational receipts and disbursements
- receive and bank all monies due to the organization
- disburse all monies as directed by the Board
- file necessary financial reports, tax reports and audits
- ensure compliance with local and corporate fiduciary responsibilities


Duties of the Past President
- support the current President
- chair the Nominating Committee for recruitment of new Board Members
- assist with Board recruitment and orientation to the Board
- assist with Board training
- chair special events
- provide historical continuity about the Board’s activities


Duties of Vice President(s)
- act in the absence of the President
- learn duties of the President and keep informed on key issues
- act as a signing officer for cheques and other documents
- orients the new Vice President
- chair a major committee
   - develop, update and incorporate recommended changes from the Board to the
      terms of reference and mandate of the committee
   - recruit an appropriate number of committee members to carry out the mandate
   - orient members to the committee’s mandate and position in the organization
   - call committee meetings and develop agendas with the input of the members
   - chair committee meetings and report the committee’s progress to the Board
   - encourage members to participate
   - keep discussion on topic by summarizing issues
   - guide the committee through its meetings to fulfill the committee’s purpose
   - recognize each member’s contribution to the committee’s work
   - delegate appropriate tasks to individual committee members
   - submit recommendations to the Board for approval
   - plan and evaluate the committee’s work with the help of the members
   - ensure meeting minutes and other relevant information are recorded and filed

				
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